Not independent
Tenure on this board
12.4 yrs
9 nominees · 8 ballot items.
The meeting includes eight management proposals: election of directors; ratification of independent auditors; private placement ratification; Nasdaq rule ratification; incentive plan amendment; Say on Pay; charter amendment; and other business.
Election of seven director nominees to serve on the Board for a one-year term (through 2027).
Ratify the Audit Committee's appointment of Kesselman & Kesselman (PwC International Limited) as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Ratify private placement approvals under Nasdaq Listing Rule 5635(d), including conversion, dividends, and lock-up arrangement shares related to the Series D/D-1/D-2/D-3 Private Placement and related agreements.
Ratify the issuance of common stock upon exercise of pre-funded warrants, warrants and RSUs issued in connection with the Twill Inc. acquisition, pursuant to Nasdaq Rules 5635(a) and 5635(d).
Amend the Amended and Restated 2020 Equity Incentive Plan to increase the number of authorized shares by 500,000.
Approve on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Amend and restate the Certificate of Incorporation to authorize the Board to amend the bylaws; bylaw amendment authority remains with stockholders as to the bylaws.
To transact any other business properly brought before the Meeting or any adjournments thereto.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Nantahala Capital Management, LLC | 8.4% | 610,690 | $5M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.9% | 65,910 | $529K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 52,806 | $424K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 30,070 | $241K |
| 5 | CITADEL ADVISORS LLC | 0.3% | 20,460 | $164K |
| 6 | BlackRock, Inc. | 0.3% | 18,818 | $151K |
| 7 | UBS Group AG | 0.2% | 15,901 | $128K |
| 8 | NORTHERN TRUST CORP | 0.2% | 13,236 | $106K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 9,072 | $73K |
| 10 | Vanguard Global Advisers, LLC | 0.0% | 3,321 | $27K |
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